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BY-LAWS OF E-SMART TECHNOLOGIES, INC. TABLE OF CONTENTS ARTICLE I  OFFICES1SECTION 1. Registered Office and AgentARTICLE II.  MEETINGS OF STOCKHOLDERS1SECTION 1. Annual Meetings
    
    
    1SECTION 2. Special Meetings
    
    
    1SECTION 3. Place of Meetings
    
    
    1SECTION 4. Notice of Meetings
    
    
    2SECTION 5. Quorum
    
    
    2SECTION 6. Organization
    
    
    2SECTION 7. Voting
    
    
    3SECTION 8. Inspectors
    
    
    3SECTION 9. List of Stockholders
    
    
    3SECTION 10. Business at Meetings of Stockholders
    
    
    4ARTICLE III.  BOARD OF DIRECTORSSECTION 1. Number, Qualification and Term of Office
    
    
    5SECTION 2. Vacancies
    
    
    6SECTION 3. Resignations
    
    
    6SECTION 4. Removals
    
    
    6SECTION 5. Place of Meetings; Books and Records
    
    
    6SECTION 6. Annual Meeting of the Board
    
    
    6SECTION 7. Regular Meetings
    
    
    7SECTION 8. Special Meetings
    
    
    7SECTION 9. Quorum and Manner of Acting
    
    
    7SECTION 10. Chairman of the Board
    
    
    7SECTION 11. Organization
    
    
    8SECTION 12. Consent of Directors in Lieu of Meeting
    
    
    8SECTION 13. Telephonic Meetings
    
    
    8SECTION 14. Compensation
    
    
    8ARTICLE IV.  COMMITTEES OF THE BOARD OF DIRECTORS9SECTION 1. Executive Committee
    
    
    9SECTION 2. Audit Committee
    
    
    9SECTION 3. Compensation Committee
    
    
    10
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SECTION 4.  Directors and Corporate Governance Committee
    
    
    10SECTION 5. Committee Chairman, Books and Records
    
    
    11SECTION 6. Alternates
    
    
    11SECTION 7. Other Committees
    
    
    11SECTION 8. Quorum and Manner of Acting
    
    
    11ARTICLE V.  OFFICERS12SECTION 1. Number
    
    
    12SECTION 2. Election, Term of Office and Qualifications
    
    
    12SECTION 3. Resignations
    
    
    12SECTION 4. Removals
    
    
    12SECTION 5. Vacancies
    
    
    13SECTION 6. Compensation of Officers
    
    
    13SECTION 7 President and Chief Executive Officer
    
    
    13SECTION 8. Secretary
    
    
    13SECTION 9. Treasurer
    
    
    13SECTION 10. Absence or Disability of Officers
    
    
    14ARTICLE VI.  STOCK CERTIFICATES AND TRANSFER THEREOF14SECTION 1. Stock Certificates
    
    
    14SECTION 2. Stock Book
    
    
    15SECTION 3. Transfer Agent and Registrar
    
    
    15SECTION 4. Additional Regulations
    
    
    15SECTION 5. Lost, Destroyed or Mutilated Certificates
    
    
    15SECTION 6. Record Date
    
    
    16ARTICLE VII.  DIVIDENDS, SURPLUS, ETC.
    
    
    16ARTICLE VIII.  SEAL
    
    
    16ARTICLE IX.  FISCAL YEAR
    
    
    16ARTICLE X.- INDEMNIFICATION17SECTION 1. Right to Indemnification
    
    
    17SECTION 2. Right of Indemnitee to Bring Suit
    
    
    17SECTION 3. Non-exclusivity of Rights
    
    
    18SECTION 4. Insurance, Contracts and Funding
    
    
    18SECTION 5. Definition of Director and Officer
    
    
    19SECTION 6. Indemnification of Employees and Agents of theCorporation
    
    
    19ARTICLE XI.  CHECKS, DRAFTS, BANK ACCOUNTS, ETC.19SECTION 1. Checks, Drafts, Etc.; Loans
    
    
    19SECTION 2. Deposits
    
    
    19
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ARTICLE XII.  NOMINATIONS OF DIRECTOR CANDIDATES20SECTION 1. General
    
    
    20SECTION 2. Nominations by Board of Directors
    
    
    20SECTION 3. Nominations by Stockholders
    
    
    20SECTION 4. Substitute Nominees
    
    
    20SECTION 5. Void Nominations
    
    
    21ARTICLE XIII.  AMENDMENTS
    
    
    21
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Exhibit 3(ii) BY-LAWS OF E-SMART TECHNOLOGIES, INC.
.. ARTICLE I. OFFICES SECTION 1. Other Offices. The corporation may have offices at such places both within and without
the State of Nevada as the Board of Directors may from time to time determine
or the business of the corporation may require. ARTICLE II. MEETINGS OF STOCKHOLDERS SECTION 1. Annual Meetings. A meeting of the stockholders for the purpose of electing directors and
for the transaction of such other business as may properly be brought before
the meeting shall be held annually at 10 A.M. on the first Monday of July, or
at such other time on such other day as shall be fixed by resolution of the
Board of Directors. If the day fixed for the annual meeting shall be a legal
holiday, such meeting shall be held on the next succeeding business day. SECTION 2. Special Meetings. Special meetings of the stockholders for any purpose or purposes may be
called at any time by a majority of the Board of Directors, by the Chairman of
the Board, or by the President and shall be called by the Secretary at the
request of the holders of not less than fifty-one percent of all issued and
outstanding shares of the corporation entitled to vote at the meeting. SECTION 3. Place of Meetings. The annual meeting of the stockholders of the corporation shall be held at
the general offices of the corporation or at such other place in the United
States as may be stated in the notice of the meeting. All other meetings of
the stockholders shall be held at such places within or without the State of
Nevada as shall be stated in the notice of the meeting. 1




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SECTION 4. Notice of Meetings. Except as otherwise provided by law, written notice of each meeting of
the stockholders, whether annual or special, shall be given not less than ten
nor more than sixty days before the date of the meeting to each stockholder
entitled to vote at such meeting. If mailed, notice shall be given when
deposited in the United States mails, postage prepaid, directed to such
stockholder at his address as it appears in the stock ledger of the
corporation. Each such notice shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. When a meeting is adjourned to another time and place, notice of the
adjourned meeting need not be given if the time and place thereof are announced
at the meeting at which the adjournment is given. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting. SECTION 5. Quorum. At any meeting of the stockholders the holders of record of a majority of
the total number of outstanding shares of stock of the corporation entitled to
vote at the meeting, present in person or represented by proxy, shall
constitute a quorum for all purposes, provided that at any meeting at which the
holders of any series of class of stock shall be entitled, voting as a class,
to elect Directors, the holders of record of a majority of the total number of
outstanding shares of such series or class, present in person or represented by
proxy, shall constitute a quorum for the purpose of such election. In the absence of a quorum at any meeting, the holders of a majority of
the shares of stock entitled to vote at the meeting, present in person or
represented by proxy at the meeting, may adjourn the meeting, from time to
time, until the holders of the number of shares requisite to constitute a
quorum shall be present in person or represented at the meeting. At any
adjourned meeting at which a quorum is present, any business may be transacted
that might have been transacted at the meeting as originally convened. SECTION 6. Organization. At each meeting of the stockholders, the Chairman of the Board, or if he
so designates or is absent, the President, shall act as Chairman of the
meeting. In the absence of both the Chairman of the Board and the President,
such person as shall have been designated by the Board of Directors, or in the
absence of such designation a person elected by the holders of a majority in
number of shares of stock present in person or represented by proxy and
entitled to vote at the meeting, shall act as Chairman of the meeting. The Secretary or, in his absence, an Assistant Secretary or, in the
absence of the Secretary and all of the Assistant Secretaries, any person
appointed by the Chairman of the meeting shall act as Secretary of the meeting. 2




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SECTION 7. Voting. Unless otherwise provided in the Certificate of Incorporation or a
resolution of the Board of Directors creating a series of stock, at each
meeting of the stockholders, each holder of shares of any series or class of
stock entitled to vote at such meeting shall be entitled to one vote for each
share of stock having voting power in respect of each matter upon which a vote
is to be taken, standing in his name on the stock ledger of the corporation on
the record date fixed as provided in these By-Laws for determining the
stockholders entitled to vote at such meeting or, if no record date be fixed,
at the close of business on the day next preceding the day on which notice of
the meeting is given. Shares of its own capital stock belonging to the
corporation, or to another corporation if a majority of the shares entitled to
vote in the election of directors of such other corporation is held by the
corporation, shall neither be entitled to vote nor counted for quorum purposes. At all meetings of stockholders for the election of Directors the voting
shall be by ballot, and the persons having the greatest number of votes shall
be deemed and declared elected. All other elections and questions submitted
to a vote of the stockholders shall, unless otherwise provided by law or the
Certificate of Incorporation, be decided by the affirmative vote of the
majority of shares which are present in person or represented by proxy at the
meeting and entitled to vote on the subject matter. SECTION 8. Inspectors. Prior to each meeting of stockholders, the Board of Directors shall
appoint two Inspectors who are not directors, candidates for directors or
officers of the corporation, who shall receive and determine the validity of
proxies and the qualifications of voters, and receive, inspect, count and
report to the meeting in writing the votes cast on all matters submitted to a
vote at such meeting. In case of failure of the Board of Directors to make such
appointments or in case of failure of any Inspector so appointed to act, the
Chairman of the Board shall make such appointment or fill such vacancies. Each Inspector, immediately before entering upon his duties, shall
subscribe to an oath or affirmation faithfully to execute the duties of
Inspector at such meeting with strict impartiality and according to the best of
his ability. SECTION 9. List of Stockholders. The Secretary or other officer or agent having charge of the stock ledger
of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote
at said meeting, arranged in alphabetical order and showing the address of each
stockholder and the
number of shares of each class and series registered in the name of each such
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the place where the meeting
is to be held. Such list shall also be produced and kept at the time and place
of the meeting during the whole time thereof and may be inspected 3




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by any
stockholder who is present. The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list
required by this Section, or the books of the corporation, or to vote in person
or by proxy at any such meeting. SECTION 10. Business at Meetings of Stockholders. (a) General. The business to be conducted at any meeting of stockholders
of the corporation shall be limited to such business and nominations as shall
comply with the procedures set forth in this Article and Article XII of these
By-laws. (b) Notification of Stockholder Business. At any special meeting of
stockholders only such business shall be conducted as shall have been brought
before the meeting pursuant to the corporations notice of special meeting. At
an annual meeting of stockholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be either (i) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the
Board of Directors, including matters included pursuant to Rule 14a-8 of the
Securities and Exchange Commission, (ii) otherwise (a) properly requested to be
brought before the meeting by a stockholder of record entitled to vote in the
elections of directors generally, and (b) constitute a proper subject to be
brought before the meeting. In addition to any other applicable requirements,
for business (other than the election of directors) to be otherwise properly
brought before an annual meeting by a stockholder, the business must be a
proper matter for stockholder action and the stockholder must have given timely
notice thereof in writing to the Secretary of the corporation. To be timely, a
stockholders notice must be addressed to and received at the principal
executive offices of the Corporation, not more than 150 days and not less than
120 days prior to the first anniversary of the preceding years annual meeting;
provided, however, that in the event that the date of the meeting is more than
30 days before or after such anniversary date, notice by the stockholder to be
timely must be so received not later than the close of business on the 15th day
following the day on which notice of the date of the annual meeting was mailed
or public disclosure was made, whichever first occurs. A stockholders notice
to the Secretary shall set forth as to each matter (other than the election of
directors) the stockholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting,
(ii) the name and record address of the stockholder proposing such business and
of each beneficial owner on behalf of which the stockholder is acting, (iii)
the class and number of shares of the corporation
which are beneficially owned by the stockholder and by any such beneficial
owner, (iv) a representation that the stockholder is a holder of record of
capital stock of the corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to present such business, (v)
any material interest of the stockholder and of any such beneficial owner in
such business; and (vi) whether the proponent intends or is part of a group
which intends to solicit proxies from other stockholders in support of such
proposal. Notwithstanding anything in these By-Laws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the
procedures set forth in 4




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this Section 10 of Article II, provided, however, that
nothing in this Section 10 of Article II shall be deemed to preclude discussion
by any stockholder of any business properly brought before the annual meeting. The Chairman of an annual or special meeting shall have the power and duty
to determine and shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting in accordance
with the provisions of this Section 10 of Article II, and if he should so
determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted. ARTICLE III. BOARD OF DIRECTORS SECTION 1. Number, Qualification and Term of Office. The business, property and affairs of the corporation shall be managed by
the Companys Board of Directors, consisting of a minimum of one and a maximum
of seven directors. The Board of Directors shall from time to time by a vote
of a majority of the Directors then in office fix within the maximum and
minimum limits the number of Directors to constitute the Board. At each annual
meeting of stockholders a Board of Directors shall be elected by the
stockholders for a term of one year. Each Director shall serve until his
successor is elected and shall qualify. SECTION 2. Vacancies. Vacancies in the Board of Directors and newly created directorships
resulting from any increase in the authorized number of Directors may be filled
by a majority of the Directors then in office, although less than a quorum, or
by a sole remaining Director, at any regular or special meeting of the Board of
Directors. SECTION 3. Resignations. Any Director may resign at any time upon written notice to the Secretary
of the corporation. Such resignation shall take effect on the date of receipt
of such notice or at
any later date specified therein; and the acceptance of such resignation,
unless required by the terms thereof, shall not be necessary to make it
effective. When one or more Directors shall resign effective at a future date,
a majority of the Directors then in office, including those who have resigned,
shall have power to fill such vacancy or vacancies to take effect when such
resignation or resignations shall become effective. SECTION 4. Removals. Any Director may be removed, with cause, at any special meeting of the
stockholders called for that purpose, by the affirmative vote of the holders of
a majority in number of shares of the corporation entitled to vote for the
election of Directors, and the vacancy in the Board caused by any such removal
may be filled by the stockholders at such a meeting. 5




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SECTION 5. Place of Meetings; Books and Records. The Board of Directors may hold its meetings, and have an office or
offices, at such place or places within or without the State of Nevada as the
Board from time to time may determine. The Board of Directors, subject to the provisions of applicable law, may
authorize the books and records of the corporation, and offices or agencies for
the issue, transfer and registration of the capital stock of the corporation,
to be kept at such place or places outside of the State of Nevada as, from time
to time, may be designated by the Board of Directors. SECTION 6. Annual Meeting of the Board. The first meeting of each newly elected Board of Directors, to be known as
the Annual Meeting of the Board, for the purpose of electing officers,
designating committees and the transaction of such other business as may come
before the Board, shall be held as soon as practicable after the adjournment of
the annual meeting of stockholders, and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event such meeting is not
held due to the absence of a quorum, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors or as shall be specified in a
written waiver signed by all of the newly elected Directors. SECTION 7. Regular Meetings. The Board of Directors shall, by resolution, provide for regular meetings
of the Board at such times and at such places as it deems desirable. Notice of
regular meetings need not be given. SECTION 8. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman
of the Board or the President and shall be called by the Secretary on such
notice as the person or persons calling the meeting shall deem appropriate in
the circumstances. Notice of each such special meeting shall be mailed to each
Director or delivered to him by telephone, telegraph or any other means of
electronic communication, in each case addressed to his residence or usual
place of business, or delivered to him in person or given to him orally. The
notice of meeting shall state the time and place of the meeting but need not
state the purpose thereof. Attendance of a Director at any meeting shall
constitute a waiver of notice of such meeting except when a Director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened. 6




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SECTION 9. Quorum and Manner of Acting. Except as otherwise provided by statute, the Certificate of Incorporation
or these By-Laws, the presence of a majority of the total number of Directors
shall constitute a quorum for the transaction of business at any regular or
special meeting of the Board of Directors. However, the unanimous act of the
Directors present at any such meeting shall be the act of the Board of
Directors. In the absence of a unanimous vote or of a quorum, a majority of
the Directors present, may adjourn the meeting, from time to time, until a
unanimous vote has been taken or a quorum is present. Notice of any such
adjourned meeting need not be given. SECTION 10. Chairman of the Board. A Chairman of the Board shall be elected by the Board of Directors from
among its members for a prescribed term and may, or may not be, at the
discretion of the Board of Directors, an employee or an officer of the
corporation. If the Chairman is neither an employee nor an officer of the
corporation he may be designated non-executive. The Chairman of the Board
shall perform such duties as shall be prescribed by the Board of Directors and,
when present, shall preside at all meetings of the stockholders and the Board
of Directors. In the absence or disability of the Chairman of the Board, the
Board of Directors shall designate a member of the Board to serve as Chairman
of the Board and such designated Board Member shall have the powers and perform
the duties of the office; provided, however, that if the Chairman of the Board
shall so designate or shall be absent from a meeting of stockholders, the
President shall preside at such meeting of stockholders. SECTION 11. Organization. At every meeting of the Board of Directors, the Chairman of the Board or,
in his absence the President or, if both of these individuals are absent, a
Chairman chosen
by a majority of the Directors present shall act as Chairman of the meeting.
The Secretary or, in his absence, an Assistant Secretary or, in the absence of
the Secretary and all the Assistant Secretaries, any person appointed by the
Chairman of the meeting shall act as Secretary of the meeting. SECTION 12. Consent of Directors in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or by
these By-Laws, any action required or permitted to be taken at any meeting of
the Board of Directors, or any committee designated by the Board, may be taken
without a meeting if all members of the Board or committee consent thereto in
writing, and such written consent is filed with the minutes of the proceedings
of the Board or committee. SECTION 13. Telephonic Meetings. Members of the Board of Directors, or any committee designated by the
Board, may participate in a meeting of the Board or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the 7




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meeting can hear each other, and participation in
such a meeting shall constitute presence in person at such meeting. SECTION 14. Compensation. Each Director who is not a full-time salaried officer of the corporation
or any of its wholly owned subsidiaries, when authorized by resolution of the
Board of Directors may receive as a Director a stated salary or an annual
retainer and in addition may be allowed a fixed fee and his reasonable expenses
for attendance at each regular or special meeting of the Board or any Committee
thereof. 8




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ARTICLE IV. COMMITTEES OF THE BOARD OF DIRECTORS SECTION 1. Executive Committee. The Board of Directors may, in its discretion, designate annually an
Executive Committee consisting of such number of Directors as it may from time
to time determine. The Committee shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal of the corporation to be
affixed to all papers which may require it, but the Committee shall have no
power or authority to amend the Certificate of Incorporation (except that the
Committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board of
Directors, fix any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other
class or classes of stock of the corporation), adopt an agreement of merger or
consolidation, recommend to the stockholders the sale, lease or exchange of all
or substantially all of the corporations property and assets, recommend to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
amend the By-Laws of the corporation, elect officers or fill vacancies on the
Board of Directors or any Committee of the Board, declare a dividend, authorize
the issuance of stock, or such other powers as the Board may from time to time
eliminate. SECTION 2. Audit Committee. The Board of Directors may in its discretion designate annually an Audit
Committee consisting of such number of Directors as it may from time to time
determine to assist the Board in fulfilling its responsibilities with respect
to overseeing the accounting, auditing and financial reporting practices and
the internal control policies and procedures of the corporation. Upon
appointment, the Board shall adopt a charter for the Audit Committee, and the
Audit Committee shall review and assess the adequacy of the charter on an
annual basis. All members of the Audit Committee shall meet the requirements
of the charter and other relevant regulatory body, as interpreted by the Board
in its reasonable business judgment. The Board shall elect or appoint a
chairman of the Audit Committee who will have authority to act on behalf of the
committee between meetings. The Chairman may appoint a temporary Chairman in
his or her absence. SECTION 3. Compensation Committee. The Board of Directors may, in its discretion, designate annually a
Compensation Committee, consisting of such number of Directors as it may from
time to time
determine. The Committee shall review, report and make recommendations to the
Board of Directors on the following matters: 9




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(a) The compensation of the Chairman of the Board, the compensation of the
President following the Chairman of the Boards recommendation as to the
compensation of the President, and the compensation of all senior officers of
the corporation and its principal operating subsidiaries reporting directly to
the President following an annual review of managements recommendations for
such senior officers. If circumstances involving such senior officers require
a salary adjustment between such reviews, a recommendation may be made directly
to the Board of Directors by the President without the necessity of a meeting
of the Compensation Committee. (b) Management recommendations for individual stock options to be granted
under existing stock option plans to key executives of the corporation and its
subsidiary companies. (c) The performance of the trustee of the corporations pension trust fund
and any proposed change in the investment policy of the trustee with respect to
such fund. (d) Any proposed stock option plans, stock purchase plans, retirement
plans and any other plans, systems and practices of the corporation relating to
the compensation of any employees of the corporation and any proposed plans of
any subsidiary company involving the issuance or purchase of capital stock of
the corporation. (e) The evaluation of the performance of the officers of the corporation
and, together with management, the selection and recommendation to the Board of
Directors of appropriate individuals for election, appointment and promotion
as officers of the corporation to ensure management effectiveness and
continuity. (f) Such other matters as the Board may from time to time prescribe. SECTION 4. Directors and Corporate Governance Committee. The Board of Directors may, in its discretion, designate annually a
Directors and Corporate Governance Committee, consisting of such number of
Directors as it may from time to time determine. The Committee shall review,
report and make recommendations to the Board of Directors on the following
matters: (a) The size and composition of the Board of Directors and nominees for
Directors, the evaluation of the performance of the Board of Directors of the
corporation, and the recommendation to the Board of Directors of compensation
and benefits for Directors. (b) Such other matters as the Board may from time to time prescribe. SECTION 5. Committee Chairman, Books and Records. Unless designated by the Board of Directors, each Committee shall elect a
Chairman to serve for such term as it may determine. Each committee shall fix
its own rules of procedure and shall meet at such times and places and upon
such call or notice as shall be provided by such rules. It shall keep a record
of its acts and proceedings, and all 10




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action of the Committee shall be reported
to the Board of Directors at the next meeting of the Board. SECTION 6. Alternates. Alternate members of the Committees prescribed by this Article IV may be
designated by the Board of Directors from among the Directors to serve as
occasion may require. Whenever a quorum cannot be secured for any meeting of
any such Committees from among the regular members thereof and designated
alternates, the member or members of such Committee present at such meeting and
not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board to act at the meeting in
the place of such absent or disqualified member. Alternate members of such Committees shall receive a reimbursement for
expenses and compensation at the same rate as regular members of such
Committees. SECTION 7. Other Committees. The Board of Directors may designate such other Committees, each to
consist of two or more Directors, as it may from time to time determine, and
each such Committee shall serve for such term and shall have and may exercise,
during intervals between meetings of the Board of Directors, such duties,
functions and powers as the Board of Directors may from time to time prescribe. SECTION 8. Quorum and Manner of Acting. At each meeting of any Committee the presence of a majority of the members
of such Committee, whether regular or alternate, shall be necessary to
constitute a quorum for the transaction of business, and if a quorum is present
the concurrence of a majority of those present shall be necessary for the
taking of any action; provided, however, that no action may be taken by the
Executive Committee when two or more officers of the corporation are present
as members at a meeting of either such Committee unless such action shall be
concurred in by the vote of a majority of the members of such Committee who
are not officers of the corporation. ARTICLE V. OFFICERS SECTION 1. Number. The officers of the corporation shall be a President, a Secretary, and a
Treasurer, each of which officers shall be elected by the Board of Directors,
and such other officers as the Board of Directors may determine, in its
discretion, to elect. Any number of offices may be held by the same person.
Any officer may hold such additional title descriptions or qualifiers such as
Chief Executive Officer, Chief Operating Officer, Senior Vice President,
Executive Vice President or Assistant Secretary or such other title as the
Board of Directors shall determine. 11




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SECTION 2. Election, Term of Office and Qualifications. The officers of the corporation shall be elected annually by the Board of
Directors. Each officer elected by the Board of Directors shall hold office
until his successor shall have been duly elected and qualified, or until he
shall have died, resigned or been removed in the manner hereinafter provided. SECTION 3. Resignations. Any officer may resign at any time upon written notice to the Secretary of
the corporation. Such resignation shall take effect at the date of its
receipt, or at any later date specified therein; and the acceptance of such
resignation, unless required by the terms thereof, shall not be necessary to
make it effective. SECTION 4. Removals. Any officer elected or appointed by the Board of Directors may be removed,
with or without cause, by the Board of Directors at a regular meeting or
special meeting of the Board. Any officer or agent appointed by any officer or
committee may be removed, either with or without cause, by such appointing
officer or committee. SECTION 5. Vacancies. Any vacancy occurring in any office of the corporation shall be filled for
the unexpired portion of the term in the same manner as prescribed in these
By-Laws for regular election or appointment to such office. SECTION 6. Compensation of Officers. The compensation of all officers elected by the Board of Directors shall
be approved or authorized by the Board of Directors or by the President when so
authorized by the Board of Directors or these By-Laws. SECTION 7. President and Chief Executive Officer. The President shall be the chief executive officer of the corporation and
shall have, subject to the control of the Board of Directors, the general
executive responsibility for
the management and direction of the business and affairs of the corporation,
and the general supervision of its officers, employees and agents. He shall
have the power to appoint any and all officers, employees and agents of the
corporation not required by these By-Laws to be elected by the Board of
Directors or not otherwise elected by the Board of Directors in its discretion.
He shall have the power to accept the resignation of or to discharge any and
all officers, employees and agents of the corporation not elected by the Board
of Directors. He shall sign all papers and documents to which his signature
may be necessary or appropriate and shall have such other powers and duties as
shall devolve upon the chief executive officer of a corporation, and such
further powers and duties as may be prescribed for him by the Board of
Directors. 12




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SECTION 8. Secretary. The Secretary shall record the proceedings of the meetings of the
stockholders and directors, in one or more books kept for that purpose; see
that all notices are duly given in accordance with the provisions of the
By-Laws or as required by law; have charge of the corporate records and of the
seal of the corporation; affix the seal of the corporation or a facsimile
thereof, or cause it to be affixed, to all certificates for shares prior to the
issue thereof and to all documents the execution of which on behalf of the
corporation under its seal is duly authorized by the Board of Directors or
otherwise in accordance with the provisions of the By-Laws; keep a register of
the post office address of each stockholder, director or member, sign with the
Chairman of the Board or President certificates for shares of stock of the
corporation, the issuance of which shall have been duly authorized by
resolution of the Board of Directors; have general charge of the stock transfer
books of the corporation; and in general, perform all duties incident to the
office of Secretary and such other duties as from time to time may be assigned
by the Board of Directors, the Chairman of the Board or the President. SECTION 9. Treasurer. The Treasurer shall have the responsibility for the custody and
safekeeping of all funds of the corporation and shall have charge of their
collection, receipt and disbursement; shall receive and have authority to sign
receipts for all monies paid to the corporation and shall deposit the same in
the name and to the credit of the corporation in such banks or depositories as
the Board of Directors shall approve; shall endorse for collection on behalf of
the corporation all checks, drafts, notes and other obligations payable to the
corporation; shall sign or countersign all notes, endorsements, guaranties and
acceptances made on behalf of the corporation when and as directed by the Board
of Directors; shall give bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board of Directors may require;
shall have the responsibility for the custody and safekeeping of all securities
of the corporation; and in general shall have such other powers and perform
such other duties as are incident to the office of Treasurer and as from time
to time may be prescribed by the Board of Directors or delegated by the
President SECTION 10. Absence or Disability of Officers. In the absence or disability of the Chairman of the Board or the
President, the Board of Directors may designate, by resolution, individuals to
perform the duties of those absent or disabled. The Board of Directors may
also delegate this power to a committee or to a senior corporate officer. ARTICLE VI. STOCK CERTIFICATES AND TRANSFER THEREOF SECTION 1. Stock Certificates. Except as otherwise permitted by law, the Certificate of Incorporation or
resolution or resolutions of the Board of Directors, every holder of stock in
the corporation shall be 13




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entitled to have a certificate, signed by or in the
name of the corporation by the President and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the corporation,
certifying the number of shares, and the class and series thereof, owned by him
in the corporation. Any and all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue. SECTION 2. Stock Book. Transfer of shares of the capital stock of the corporation shall be made
only on the books of the corporation by the holder thereof, or by his attorney
thereunto duty authorized, and on surrender of the certificate or certificates
for such shares. A person in whose name shares of stock stand on the books of
the corporation shall be deemed the owner thereof as regards the corporation,
and the corporation shall not, except as expressly required by statute, be
bound to recognize any equitable or other claim to, or interest in, such shares
on the part of any other person whether or not it shall have express or other
notice thereof. SECTION 3. Transfer Agent and Registrar. The corporation shall at all times maintain at its principal office, or in
the office of its transfer agent or attorney, wherever located, the original
stock ledger and stock records of the corporation containing the names,
arranged alphabetically, with the address of each stockholder, showing the
number of shares of each kind or class or series of stock held by each
Stockholder and the date such stock was issued. The corporation may, in
addition to the said offices, if and whenever the Board of Directors shall so
determine, maintain in such place or places as the Board shall determine, one
or more additional transfer offices or agencies, each in charge of a transfer
agent designated by the Board, where the shares of capital stock of the
corporation of any class or classes shall be
transferable, and also one or more additional registry offices, each in charge
of a registrar designated by the Board o Directors, where such shares of stock
of any class or classes shall be registered. Except as otherwise provided by
resolution of the Board of Directors in respect of temporary certificates, no
certificates for shares of capital stock of the corporation shall be valid
unless countersigned by a transfer agent and registered by a registrant
authorized as aforesaid. SECTION 4. Additional Regulations. The Board of Directors may make such additional rules and regulations as
it may deem expedient concerning the issue, transfer and registration of
certificates for shares of the capital stock of the corporation. SECTION 5. Lost, Destroyed or Mutilated Certificates. The Board of Directors may provide for the issuance of new certificates of
stock to replace certificates of stock lost, stolen, mutilated or destroyed, or
alleged to be lost, 14




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stolen, mutilated or destroyed, upon such terms and in
accordance with such procedures as the Board of Directors shall deem proper and
prescribe. SECTION 6. Record Date. In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned
meeting. ARTICLE VII. DIVIDENDS, SURPLUS, ETC. Except as otherwise provided by statute or the Certificate of
Incorporation, the Board of Directors may declare dividends upon the shares of
its capital stock either (1) out of its surplus, or (2) in case there shall be
no surplus, out of its net profits for the fiscal year, whenever, and in such
amounts as, in its opinion, the condition of the affairs of the corporation
shall render it advisable, except when the Corporation is insolvent or when the
payment thereof would render the Corporation insolvent. Dividends may be paid
in cash, in property or in shares of the capital stock of the corporation. ARTICLE VIII. SEAL The corporate seal shall have the name of the corporation inscribed
thereon and shall be in such form as may be approved from time to time by the
Board of Directors. The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or in any other manner reproduced. ARTICLE IX. FISCAL YEAR The fiscal year of the corporation shall begin on the first day of January
of each year. ARTICLE X. INDEMNIFICATION SECTION 1. Right to Indemnification. 15




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Each person who was or is made a party or is threatened to be made a party
to or is involved (including, without limitation, as a witness) in any actual
or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a proceeding), by reason of the
fact that he or she is or was a director or officer of the corporation or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee benefit plan
(hereinafter an indemnitee), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the corporation to the full extent
authorized by the Nevada Revised Statutes, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that
such amendment permits the corporation to provide broader indemnification
rights than said law permitted the corporation to provide prior to such
amendment), or by other applicable law as then in effect, against all expense,
liability and loss (including attorneys fees, judgments, fines, ERISA excise
taxes or penalties and amounts to be paid in settlement) actually and
reasonably incurred or suffered by such indemnitee in connection therewith and
such indemnification shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitees heirs, executors and administrators, provided, however, that
except as provided in Section 2 of this Article with respect to proceedings
seeking to enforce rights to indemnification, the corporation shall indemnify
any such indemnitee seeking indemnification in connection with a proceeding (or
part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the corporation. The
right to indemnification conferred in this Section shall be a contract right
and shall include the right to be paid by the corporation
the expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an advancement of expenses); provided, however,
that, if the Nevada Revised Statutes requires, an advancement of expenses
incurred by an indemnitee in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such
indemnitee while a director or officer, including, without limitation, service
to an employee benefit plan) shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined that such indemnitee
is not entitled to be indemnified under this Section 1, or otherwise. SECTION 2. Right of Indemnitee to Bring Suit. If a claim under Section 1 of this Article is not paid in full by the
corporation within sixty days after a written claim has been received by the
corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at
any time thereafter bring suit against the corporation to recover the unpaid
amount of the claim and, to the extent successful in whole or in part, the
indemnitee shall be entitled to be paid also the expense of prosecuting such
suit. The indemnitee shall be presumed to be entitled to indemnification under
this Article upon submission of a written claim (and, in an action brought to
enforce a claim for an advancement of expenses where the required undertaking,
if any is required, has been tendered to the corporation), and thereafter the
corporation shall have the burden of proof to overcome the presumption that the 16




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indemnitee is not so entitled. Neither the failure of the corporation
(including its Board of Directors, independent legal counsel or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances nor
an actual determination by the corporation (including its Board of Directors,
independent legal counsel or its stockholders) that the indemnitee is not
entitled to indemnification shall be a defense to the suit or create a
presumption that the indemnitee is not so entitled. SECTION 3. Non-exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred
in this Article shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise. SECTION 4. Insurance, Contracts and Funding. The corporation may maintain insurance, at its expense, to protect itself
and any director, officer, employee or agent of the corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the corporation would have the power
to indemnify such person against such expense, liability or loss under the
Nevada Revised Statutes. The corporation may enter into contracts with any
indemnitee in furtherance of the provisions of this
Article and may create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to ensure the payment
of such amounts as may be necessary to effect indemnification as provided in
this Article. SECTION 5. Definition of Director and Officer. Any person who is or was serving as a director of a wholly owned
subsidiary of the corporation shall be deemed, for purposes of this Article
only, to be a director or officer of the corporation entitled to
indemnification under this Article. SECTION 6. Indemnification of Employees and Agents of the Corporation. The corporation may, by action of its Board of Directors from time to
time, grant rights to indemnification and advancement of expenses to employees
and agents of the corporation with the same scope and effects as the provisions
of this Article with respect to the indemnification and advancement of expenses
of directors and officers of the corporation. ARTICLE XI. CHECKS, DRAFTS, BANK ACCOUNTS, ETC. SECTION 1. Checks, Drafts, Etc.; Loans. All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation shall be
signed by such officer or 17




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officers, agent or agents of the corporation and in
such manner as shall, from time to time, be determined by resolution of the
Board of Directors. No loans shall be contracted on behalf of the corporation
unless authorized by the Board of Directors. Such authority may be general or
confined to specific circumstances. SECTION 2. Deposits. All funds of the corporation shall be deposited, from time to time, to the
credit of the corporation in such banks, trust companies or other depositories
as the Board of Directors may select, or as may be selected by any officer or
officers, agent or agents of the corporation to whom such power may, from time
to time, be delegated by the Board of Directors; and for the purpose of such
deposit, the Chairman, the President, the Treasurer or any Assistant Treasurer,
the Secretary or any Assistant Secretary or any other officer or agent to whom
such power may be delegated by the Board of Directors, may endorse, assign and
deliver checks, drafts and other order for the payment of money which are
payable to the order of the corporation. ARTICLE XII. NOMINATIONS OF DIRECTOR CANDIDATES SECTION 1. General. Nomination of candidates for election as directors of
the corporation at any meeting of stockholders called for election of directors
(an Election Meeting) may be made by the Board of Directors or by any
stockholder entitled to vote at such Election Meeting. SECTION 2. Nominations by Board of Directors. Nominations made by the
Board of Directors shall be made at a meeting of the Board of Directors, or by
written consent of directors in lieu of a meeting, not less than 30 days prior
to the date of the Election Meeting. At the request of the Secretary of the
corporation each proposed nominee shall provide the corporation with such
information concerning himself as is required, under the rules of the
Securities and Exchange Commission, to be included in the corporations proxy
statement soliciting proxies for his election as a director. SECTION 3. Nominations by Stockholder. Any stockholder who intends to
make a nomination at the annual meeting of stockholders shall deliver a notice
addressed to the Secretary of the corporation and received at the principal
executive offices of the corporation in compliance with the timeliness
requirements applicable to a stockholders notice under Article II, Section 10
of these By-laws and setting forth (a) as to each nominee whom the stockholder
proposes to nominate for election as a director, (i) the name, age, business
address and residence address of the nominee, (ii) the principal occupation or
employment of the nominee, (iii) the class and number of shares of capital
stock of the corporation which are beneficially owned by the nominee and (iv)
any other information concerning the nominee that would be required, under the
rules of the Securities and Exchange Commission, in a proxy statement
soliciting proxies for the election of such nominee; and (b) as to the
stockholder giving the notice, (i) the name and record address of the
stockholder, (ii) the class and number of shares of capital stock of the
corporation which are beneficially owned by the stockholder and (iii) whether
the proponent intends or is part of a group which intends to solicit proxies
from 18




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other stockholders in support of the nomination; provided, however, that
in the event that an Election Meeting is called that is not the annual meeting
of stockholders, notice by the stockholder to be timely must be so delivered
not later than the close of business on the 15th day following the day on which
such notice of the date of the meeting was mailed or public disclosure of such
date was made, whichever first occurs. Such notice shall include a signed
consent to serve as a director of the corporation, if elected, of each such
nominee. The corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the corporation to determine
the eligibility of such proposed nominee to serve as a director of the
corporation. SECTION 4. Substitute Nominees. In the event that a person is validly
designated as a nominee in accordance with Section 2 or Section 3 of this
Article XII and shall thereafter become unable or unwilling to stand for
election to the Board of Directors, the Board of Directors or the stockholder
who proposed such nominee, as the case may be, may designate a substitute
nominee. SECTION 5. Void Nominations. If the Chairman of the Election Meeting
determines that a nomination was not made in accordance with the foregoing
procedures, such nomination shall be void. ARTICLE XIII. AMENDMENTS These By-Laws may be altered or repealed and new By-Laws may be made by
the
affirmative vote, at any meeting of the Board, of a majority of the whole Board
of Directors, subject to the rights of the stockholders of the corporation to
amend or repeal By-Laws made or amended by the Board of Directors by the
affirmative vote of the holders of record of a majority in number of shares of
the outstanding stock of the corporation present or represented at any meeting
of the stockholders and entitled to vote thereon, provided that notice of the
proposed action be included in the notice of such meeting. 19